1288-AECOM USA, Inc.ASS a
CITY OF SANFORD AGREEMENT FOR cj
PROFESSIONAL SERVICES SUBJECT TO ,
CONSULTANTS COMPETITIVE NEGOTIATION ACT (CCNA), (RFQ 08109 -151
THIS AGREEMENT made and entered into the p� day of S? PT \6cr by and between the City of
Sanford, Florida, whose address is 300 North Park Avenue; Sanford, Florida 32771, a municipal corporation
of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY" and AECOM USA, Inc.,
320 E. South Street, Orlando, FL 32801 hereinafter referred to as to as the "CONSULTANT." The CITY and
the CONSULTANT are collectively referred to herein as the Parties.
WITNESSETH:
WHEREAS, the CITY desires to retain the CONSULTANT for the work identified in the Solicitation
Number RFQ 08/09 -15 which establishes a qualified consultant "pool," to provide continuing Engineering
Services in Sanford as prescribed by the CCNA requirements for consultant selection and
WHEREAS, the CITY desires to retain the CONSULTANT to provide consulting services, as
subsequently specifically set out in Work Orders to be issued under this Agreement; and
WHEREAS, the CITY desires to employ the CONSULTANT for the performance necessary to support
the activities, programs and projects of the CITY upon the terms and conditions hereinafter set forth, and the
CONSULTANT is desirous of performing and providing such services upon said terms and conditions; and
WHEREAS, the CONSULTANT hereby warrants and represents to the CITY that it is competent and
otherwise able to provide professional and high quality services to the CITY; and
WHEREAS, all CITY promulgated solicitation documents pertaining to RFQ 05/06 -15 and all
submissions submitted by the CONSULTANT in response to the solicitation submitted to the CITY are hereby
incorporated herein to the extent not inconsistent with the terms and conditions as set forth herein.
WHEREAS, the CITY desires to retain the CONSULTANT to provide all labor and services in
accordance with, but not limited to, the guidelines in the Scope of Work; and
WHEREAS, this Agreement is subject to the provisions of the Consultants Competitive Negotiation Act;
and
WHEREAS, the CITY desires to use the expertise and knowledge of the CONSULTANT; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is
agreed by and between the parties hereto as follows:
SECTION 1: GENERAL PROVISIONS.
(a) The term "CONSULTANT" as used in this Agreement is hereby defined herein as that person or
entity, including employees, servants, partners, principals, agents and assignees providing services under this
Agreement.
(b) The CONSULTANT acknowledges that the CITY may retain other service providers to provide
the same services for CITY projects. The CONSULTANT acknowledges that the CITY, at the CITY's option,
may request proposals from the CONSULTANT and the other service providers for CITY projects. The CITY
reserves the right to select which services provider shall provide services for the CITY's projects.
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(c) The CONSULTANT agrees to provide and ensure coordination between services providers.
(d) The recitals herein are true and correct and form and constitute a material part of this
Agreement upon which the parties have relied.
(e) Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all
obligations imposed on it. The person(s) executing this Agreement for the CONSULTANT certify that
he /she /they is /are authorized to bind the CONSULTANT fully to the terms of this Agreement.
(f) Time is of the essence of the lawful performance of the duties and obligations contained in this
Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall
diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work
Order.
(g) When the term "law" is used herein, said phrase shall include statutes, codes, rule and
regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent
jurisdiction.
(h) It is agreed that nothing herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co- partners between the parties, or as constituting the CONSULTANT
(including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the
CITY for any purpose, or in any manner, whatsoever. The CONSULTANT is to be and shall remain forever an
independent Consultant with respect to all services performed under this Agreement.
(i) Persons employed by the CONSULTANT in the provision and performance of the services and
functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment
compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees
either by operation of law or by the CITY.
(j) No claim for services furnished by the CONSULTANT not specifically provided for herein or in a
Work Order shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
(a) The CONSULTANT shall safely, diligently and in a professional and timely manner perform, with
its own equipment and assets, and provide services included in each subsequently entered Work Order.
Unless modified in writing by the parties hereto, the duties of the CONSULTANT shall not be construed to
exceed the provision of the services pertaining to this Agreement.
(b) The CONSULTANT shall provide the services as generally set forth and described in Exhibit "A"
to this Agreement and specifically detailed in various Work Orders as may be issued from time -to -time by the
CITY.
SECTION 3: WORK ORDERS.
(a) The provision of services to be performed under the provisions of this Agreement shall be
commenced as set forth in the CITY's bid /procurement documents upon the execution of this Agreement and a
Work Order issued on a form provided by the CITY hereunder commencing the provision of services.
Additional services to be performed by the CONSULTANT to the CITY, shall be authorized in written Work
Orders issued by the CITY on a form provided by the CITY. Work Orders executed by the CITY shall include a
detailed description of services and a completion schedule. The CONSULTANT shall review Work Orders and
notify the CITY in writing of asserted inadequacies for the City's correction, if warranted.
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(b) If the services required to be performed are clearly defined, the Work Order shall be issued on a
"Fixed Fee" basis. The CONSULTANT shall perform all services required by the Work Order but, in no event,
shall the CONSULTANT be paid more than the negotiated Fixed Fee amount stated therein. For Work Orders
issued on a "Fixed Fee Basis ", the CONSULTANT may invoice the amount due based on the percentage of
total Work Order services actually performed and completed; but, in no event, shall the invoice amount exceed
a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed.
(c) If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method"
and may contain a Not -to- Exceed amount. If a Not -to- Exceed amount is provided, the CONSULTANT shall
perform all work required by the Work Order; but in no event, shall the CONSULTANT be paid more than the
Not -to- Exceed amount specified in the applicable Work Order. The CONSULTANT shall advise the CITY
whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent
(80 %) of the Not -to- Exceed amount. For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed
amount, the CONSULTANT may invoice the amount due for actual work hours performed but, in no event,
shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a percentage of the total
services actually completed.
(d) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not -to- Exceed
amount shall be treated separately for retainage purposes which shall be prescribed on the face of the Work
Order, but, if not prescribed, shall be ten percent (10 %). If the CITY determines that work is substantially
complete and the amount retained is considered to be in excess, the CITY may, at its sole and absolute
discretion, release the retainage or any portion thereof.
(e) Payments shall be made by the CITY to the CONSULTANT when requested as work
progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced
separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized
invoice properly dated, describing any services rendered, the cost of the services, the name and address of
the CONSULTANT, Work Order Number, Contract Number and all other information required by this
Agreement.
SECTION 4: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.
Execution of this Agreement by the CONSULTANT is a representation that the CONSULTANT is familiar with
the services to be provided and /or performed and with local conditions. The CONSULTANT shall make no
claim for additional time or money based upon its failure to comply with this Agreement. The CONSULTANT
has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and
providing the services described in this Agreement and to be identified Work Orders and that it is well
acquainted with the work conditions and the components that are properly and customarily included within
such projects and the requirements of laws, ordinance, rules, regulations or orders of any public authority or
licensing entity having jurisdiction over the CITY's Projects. Execution of a Work Order shall be an affirmative
and irrefutable representation by the CONSULTANT to the CITY that the CONSULTANT is fully familiar with
any and all requisite work conditions of the provisions of the services.
SECTION 5: CHANGE ORDERS.
(a) The CITY may revise the scope of services set forth in any particular Work Order.
(b) Revisions to any Work Order shall be authorized in writing by the CITY as a Change Order.
Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall
identify this Agreement and the appropriate Work Order number. Change Orders may contain additional
instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be
provided. Such supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An Agreement between the parties on and execution of any Change Order shall constitute a final
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settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the
change on unchanged work, including all direct and indirect costs of whatever nature, and all adjustments to
the CONSULTANT's schedule.
SECTION 6: CONSULTANT RESPONSIBILITIES.
(a) The CONTRACTOR shall be responsible for the professional quality, accepted standards,
technical accuracy, neatness of appearance of employees, employee conduct, safety, and the coordination of
all services furnished by the CONTRACTOR under this Agreement as well as the conduct of its staff,
personnel, employees and agents. All CONTRACTOR employees shall at all times when performing work
wear identification badges which, at a minimum, provides the name of the employee and the CONTRACTOR.
(b) The CONTRACTOR shall provide to the CITY a list of employees working on the project. The
CONTRACTOR shall provide to the CITY a list of employee working days, times and assignments within forty -
eight (48) hours of the CITY's written request for such information. This information, when requested by the
CITY, shall be provided to the CITY prior to the employees of the CONTRACTOR entering the CITY's
premises.
(c) The CONTRACTOR shall comply with Section 2 -67 of the Sanford City Code as it relates to
security screenings of private contractors and employees of private contractors. The CONTRACTOR shall
cause each person found by the City Commission to be functioning in a position critical to the security and /or
public safety of the CITY by reason of access to any publicly owned or operated facility to undergo the
following inquiries and procedures conducted by the City of Sanford:
(i) Fingerprinting in accordance with the CITY's pre - employment procedures,
(ii) Submission of the fingerprints to the Florida Department of Law Enforcement for state
criminal history evaluation, and
(iii) Submission of the fingerprints to the Federal Bureau of Investigation for a national
criminal history evaluation.
Such confidential information shall be used by the CITY to determine a person's eligibility to function in such
critical employment position(s) as described. Additionally, the CITY may request and the CONTRACTOR shall
provide the name, address and social security number and licenses (driver's, commercial drivers license or
CDL, or other operator's license) for employees of the CONTRACTOR that may work on the CITY's premises
in positions found by the City Commission to be critical to the security and /or public safety of the CITY by
reason of access to any publicly owned or operated facility. The CONTRACTOR shall release such information
upon approval of the employees. If an employee refuses to authorize the release of their address, social
security number and /or licenses they shall not be allowed to work or continue to work in such critical positions.
(d) The CONTRACTOR shall work closely with the CITY on all aspects of the provision of the
services. The CONTRACTOR shall be responsible for the professional quality, technical accuracy,
competence, methodology, accuracy and the coordination of all of the following which are listed for illustration
purposes only and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys,
specifications, and any and all other services of whatever type or nature furnished by the CONTRACTOR
under this Agreement. The CONTRACTOR shall, without additional compensation, correct or revise any errors
or deficiencies in his /her /its plans, analysis, data, reports, designs, drawings, specifications, and any and all
other services of whatever type or nature. The CONTRACTOR's submissions in response to the subject bid or
procurement processes are incorporated herein by this reference thereto.
(e) Neither the CITY's review, approval or acceptance of, nor payment for, any of the services
required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement and the CONTRACTOR shall be and remain liable to the
CITY in accordance with applicable law for all damages to the CITY caused by the CONTRACTOR's negligent
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or improper performance or failure to perform any of the services furnished under this Agreement.
(f) The rights and remedies of the CITY, provided for under this Agreement, are in addition to any
other rights and remedies provided by law.
(g) Time is of the essence in the performance of all services provided by the CONTRACTOR under
the terms of this Agreement and each and every Work Order.
(h) The CONTRACTOR shall cooperate with the CITY in the implementation of the CITY's tax
recovery program and, to that end, the CITY may make purchases directly under its purchase order processes
relative to various materials, supplies and equipment that may be part of the services provided under this
Agreement. The CONTRACTOR hereby recognizes the right of the CITY to engage in tax recovery/savings
through direct purchases.
SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a) The CITY shall reasonably cooperate with the CONSULTANT in a timely fashion at no cost to
the CONSULTANT as set forth in this Section.
(b) The CITY shall furnish a CITY representative, as appointed by the designated representative to
administer, review and coordinate the provision of services under Work Orders.
(c) The CITY shall make CITY personnel available where, in the CITY's opinion, they are required
and necessary to assist the CONSULTANT. The availability and necessity of said personnel to assist the
CONSULTANT shall be determined solely at the discretion of the CITY.
(d) The CITY shall examine all of the CONSULTANT's services and indicate the CITY's approval or
disapproval within a reasonable time so as not to materially delay the provisions of the services of the
CONSULTANT.
(e) The CITY shall transmit instructions, relevant information, and provide interpretation and
definition of CITY policies and decisions with respect to any and all services covered by this Agreement.
(f) The CITY shall give written notice to the CONSULTANT whenever the CITY's designated
representative knows of a development that affects the services provided and performed under this
Agreement, timing of the CONSULTANT's provision of services, or a defect or change necessary in the
services of the CONSULTANT.
(g) The rights and remedies of the CITY provided for under this Agreement are in addition to any
other rights and remedies provided by law. The CITY may assert its right of recovery by any appropriate
means including, but not limited to, set -off, suit, withholding, recoupment, or counterclaim, either during or after
performance of this Agreement as well as the adjustment of payments made to the CONSULTANT based upon
the quality of work of the CONSULTANT.
(h) The CITY shall be entitled to recover any and all legal costs including, but not limited to,
attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the
terms and conditions of this Agreement or the responsibilities of the CONSULTANT in carrying out the duties
and responsibilities deriving from this Agreement.
(i) The failure of the CITY to insist in any instance upon the strict performance of any provision of
this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be
construed as a waiver of any such provision or right and the same shall continue in force.
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0) Neither the CITY's review, approval or acceptance of, nor payment for, any of the services
required shall be construed to operate as a waiver of any rights under this Agreement nor or any cause of
action arising out of the performance of this Agreement and the CONSULTANT shall be and always remain
liable to the CITY in accordance with applicable law for any and all damages to the CITY or the public caused
by the CONSULTANT's negligent or wrongful provision or performance of any of the services furnished under
this Agreement.
(k) All deliverable analysis, reference data, survey data, plans and reports or any other form of
written instrument or document that may result from the CONSULTANT's services or have been created during
the course of the CONSULTANT's performance under this Agreement shall become the property of the CITY
after final payment is made to the CONSULTANT.
SECTION 8: COMPENSATION.
(a) Compensation to the CONSULTANT shall be as set forth in each Work Order which assigns
services to be accomplished by the CONSULTANT.
(b) The CONTRACT shall be paid in accordance with the schedule of charges as set forth in
Exhibit "B" attached hereto..
(c) There are no reimbursable expenses to be paid to the CONSULTANT except as specifically set
forth herein.
SECTION 9: INVOICE PROCESS.
(a) Invoices, which are in an acceptable form to the CITY and without disputable items, which are
received by the CITY, will be processed for payment within thirty (30) days of receipt by the CITY.
(b) The CONSULTANT will be notified of any disputable items contained in invoices submitted by
the CONSULTANT within fifteen (15) days of receipt by the CITY with an explanation of the deficiencies.
(c) The CITY and the CONSULTANT will make every effort to resolve all disputable items
contained in the CONSULTANT's invoices.
(d) Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if
applicable, and billing period.
(e) The Florida Prompt Payment Act shall apply when applicable. A billing period represents the
dates in which the CONSULTANT completed services referenced in an invoice.
(f) Invoices are to be forwarded directly to:
Finance Department
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 10: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF AGREEMENT.
(a) The CONSULTANT shall commence the provision of services as described in this Agreement
upon execution of this Agreement or execution of this Agreement or execution of a Work Order issued by the
CITY. Work Orders shall be issued in substantially the form set forth in Exhibibit "C" to this Agreement.
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(b) The CONSULTANT and the CITY agree to make every effort to adhere to the schedules
required by the CITY or as established for the various Work Orders as described in each Work Order.
However, if the CONSULTANT is delayed at any time in the provision of services by any act or omission of
the CITY, or of any employee, tumult of the CITY, or by any other Consultant employed by the CITY, or by
changes ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation, terrorism,
unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the
CONSULTANT and beyond the CONSULTANT's control which would not reasonably be expected to occur in
connection with or during performance or provision of the services, or by delay authorized by the CITY
pending a decision, or by any cause which the CITY shall decide to justify the delay, the time of completion
shall be extended for such reasonable time as the CITY may decide in its sole and absolute discretion. It is
further expressly understood and agreed that the CONSULTANT shall not be entitled to any damages or
compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the
aforesaid causes or any other cause whatsoever.
SECTION 11: TERM /LENGTH OF AGREEMENT.
(a) The initial term of this Agreement shall be for a period of one year. It is noted that as provided
by the "CCNA ", this agreement will be limited by:
(1) Projects in which construction costs do not exceed $1 million
and /or study activity when the fee for such professional service does not
exceed $50,000
(2) Or for work of a specified nature as outlined in the contract
required by the City, with no time limitation except that the contract will include
a termination clause.
(b) One year from the date of this agreement, an evaluation and review by the CITY will be
conducted which will determine if the CONSULTANT is certified for a new one year contract.
(c) The contracts may be extended by mutual agreement of the City and the Consultant. It is noted
that extended contracts without the recertification process are subject to the limitations outlined above.
SECTION 12: DESIGNATED REPRESENTATIVES.
(a) The CITY designates the City Manager or his /her designated representative, to represent the
CITY in all matters pertaining to and arising from the work and the performance of this Agreement.
(b) The City Manager, or his /her designated representative, shall have the following responsibilities:
(1) Examination of all work and rendering, in writing, decisions indicating the CITY's
approval or disapproval within a reasonable time so as not to materially delay the work of the CONSULTANT;
(2) Transmission of instructions, receipt of information, and interpretation and definition of
CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work
covered by this Agreement;
(3) Giving prompt written notice to the CONSULTANT whenever the CITY official
representative knows of a defect or change necessary in the project; and
(4) Coordinating and managing the CONSULTANT's preparation of any necessary
applications to governmental bodies, to arrange for submission of such applications.
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(c) Until further notice from the City Manager the designated representative for this Agreement is:
F. William Smith, Purchasing Manager
City Of Sanford, City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: (407) 688 -5028
(d) The CONSULTANT's designated representative is:
A.Thomas Brown, PE, District Vice President
AECOM USA, Inc.
320 E. South Street
Orlando, FL 32801
Telephone Number: 407 - 425 -1100
SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT.
(a) The CITY may terminate this Agreement or any Work Order for convenience at any time or this
Agreement or any Work Order for any one (1) or more of the reasons as follows:
(1) If, in the CITY's opinion, adequate progress to be provided or under a Work Order is not
being made by the CONSULTANT due to the CONSULTANT's failure to perform; or
(2) If, in the CITY's opinion, the quality of the services provided by the CONSULTANT
is /are not in conformance with commonly accepted professional standards, standards of the CITY, and the
requirements of Federal and /or State regulatory agencies, and the CONSULTANT has not corrected such
deficiencies in a timely manner as reasonably determined by the CITY; or
(3) The CONSULTANT or any employee or agent of the CONSULTANT is indicted or has a
direct charge issued against him /her for any crime arising out of or in conjunction with any work that has been
performed by the CONSULTANT; or
(4) The CONSULTANT becomes involved in either voluntary or involuntary bankruptcy
proceedings, or makes an assignment for the benefit of creditors; or
(5) The CONSULTANT violates the Standards of Conduct provisions herein or any provision
of Federal, State or local law or any provision of the CITY's Code of Conduct.
(b) In the event of any of the causes described in this Section, the CITY's designated
representative may send a certified letter to the CONSULTANT requesting that the CONSULTANT show cause
why the Agreement or any Work Order should not be terminated. If assurance satisfactory to the CITY of
corrective measures to be made within a reasonable time is not given to the CITY within seven (7) calendar
days of the date of the letter, the CITY may consider the CONSULTANT to be in default, and may then
immediately terminate this Agreement or any Work Order in progress under this Agreement.
(c) In the event that this Agreement or a Work Order is terminated for cause and it is later
determined that the cause does not exist, then this Agreement or the Work Order shall be deemed terminated
for convenience by the CITY and the CITY shall have the right to so terminate this Agreement without any
recourse by the CONSULTANT.
SECTION 14: TERMINATION BY CONSULTANT FOR CAUSE.
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The CONSULTANT may terminate this Agreement only if the CITY fails to pay the CONSULTANT in
accordance with this Agreement. In the event of such cause, the CONSULTANT shall send a certified letter
requesting that the CITY show cause why the Agreement should not be terminated. If adequate assurances
are not given to the CONSULTANT within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONSULTANT may consider the CITY to be in default, and may immediately terminate this
Agreement.
SECTION 15: TERMINATION BY THE CITY WITHOUT CAUSE.
(a) Notwithstanding any other provision of this Agreement, the CITY shall have the right at any time
to terminate this Agreement in its entirely without cause, or terminate any specific Work Order without cause, if
such termination is deemed by the CITY to be in the public interest, in writing of deficiencies or default in the
performance of its duties under the Agreement and the CONSULTANT shall have ten (10) days to correct
same or to request, in writing, a hearing.
(b) Failure of the CONSULTANT to remedy said specified items of deficiency or default in the
notice by either the CITY's designated representative within ten (10) days of receipt of such notice of such
decisions, shall result in the termination of the Agreement, and the CITY shall be relieved of any and all
responsibilities and liabilities under the terms and provisions of the Agreement.
(c) The CITY shall have the right to terminate this Agreement without cause with a one - hundred
twenty (120) day written notice to the CONSULTANT. The CITY reserves the right to terminate any
Agreement for cause with a five (5) day written notice to the CONSULTANT. Notice shall be served to the
parties as specified in the Agreement.
(d) In the event that this Agreement is terminated, the CITY shall identify any specific Work
Order(s) being terminated and the specific Work Order(s) to be continued to completion pursuant to the
provisions of this Agreement.
(e) This Agreement will remain in full force and effect as to all authorized Work Order(s) that is /are
to be continued to completion.
(f) In the event that after the CITY's termination for cause for failure of the CONSULTANT to fulfill
its obligations under this Agreement it is found that the CONSULTANT has not so failed, the termination shall
be deemed to have been for convenience and without cause.
SECTION 16: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Work Order is terminated or canceled prior to final completion without
cause, payment for the unpaid portion of the services provided by the CONSULTANT to the date of
termination and any additional services shall be paid to the CONSULTANT.
SECTION 17: ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination given by either party, the terminated party shall promptly discontinue the
provision of all services, unless the notice provides otherwise.
SECTION 18: SUSPENSION.
(a) The performance or provision of the CONSULTANT's services under any Work Order or under
this Agreement may be suspended by the CITY at any time.
(b) In the event the CITY suspends the performance or provision of the CONSULTANT's services
hereunder, the CITY shall so notify the CONSULTANT in writing, such suspension becoming effective within
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seven (7) days from the date of mailing, and the CITY shall pay to the CONSULTANT within thirty (30) days all
compensation which has become due to and payable to the CONSULTANT to the effective date of such
suspension. The CITY shall thereafter have no further obligation for payment to the CONSULTANT for the
suspended provision of services unless and until the CITY's designated representative notifies the
CONSULTANT in writing that the provision of the services of the CONSULTANT called for hereunder are to
be resumed by the CONSULTANT.
(c) Upon receipt of written notice from the CITY that the CONSULTANT's provision of services
hereunder are to be resumed, the CONSULTANT shall continue to provide the services to the CITY.
SECTION 19: EQUAL OPPORTUNITY EMPLOYMENT /NON- DISCRIMINATION.
The CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for
work under this Agreement because of race, color, religion, sex, age, national origin or disability and will take
affirmative steps to ensure that applicants are employed and employees are treated during employment
without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not
be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or
termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship.
The CONSULTANT, moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of
Federal or State law related thereto.
SECTION 20: INDEMNITY AND INSURANCE.
(a) To the fullest extent permitted by law, the CONSULTANT shall indemnify, hold harmless and
defend the CITY, its agents, servants, officers, officials and employees, or any of them, from and against any
and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal
costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for
expert witness testimony, arising out of or resulting from the performance or provision of services required
under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act,
failure to act, malfeasance, misfeasance, conduct, or misconduct of the CONSULTANT, its agents, servants,
officers, officials, employees, or subConsultants. Additionally, the CONSULTANT accepts responsibility for all
damages resulting in any way related to the performance of work.
(b) In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided
to the CONSULTANT for this obligation, the receipt and sufficiency of which is hereby specifically
acknowledged.
(c) Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as
set forth in Section 768.28, Florida Statutes.
(d) In claims against any person or entity indemnified under this Section by an employee of the
CONSULTANT or its agents or subConsultants, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or for the CONSULTANT or its
agents or subConsultants, under Workers Compensation acts, disability benefits acts, or other employee
benefit acts.
(e) The execution of this Agreement by the CONSULTANT shall obligate the CONSULTANT to
comply with the indemnification provision in this Agreement; provided, however, that the CONSULTANT must
also comply with the provisions of this Agreement relating to insurance coverages.
(f) The CONSULTANT shall submit a report to the CITY within twenty -four (24) hours of the date of
any incident resulting in damage or which is reasonably likely to result in a claim of damage.
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SECTION 21: INSURANCE.
(a) The CONSULTANT shall obtain or possess and continuously maintain the following insurance
coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the
State of Florida and in a form acceptable to the City and with only such terms and conditions as may be
acceptable to the CITY:
(1) Workers Compensation /Employer Liability The CONSULTANT shallll provide Worker's
Compensation for all employees. The limits will be statutory limits for Worker's Compensation insurance and
$1,000,000 for Employer's Liability.
(2) Comprehensive General Liability: The CONSULTANT will provide coverage for all
operations including, but not limited to, contractual, products and complete operations and personal injury.
The limits will not be less than $1,000,000 Combined Single Limit (CDL) or its equivalent.
(3) Comprehensive Automobile Liability: The CONSULTANT shall provide complete
coverage for owned and non -owned vehicles for limits not less than $1,000,000 CSL or its equivalent.
(4). Professional Liability: The CONTRACTOR shall provide professional liability insurance
as well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its equivalent.
(b) All insurance other than Workers Compensation to be maintained by the CONSULTANT shall
specifically include the CITY as an additional insured.
(c) The CONSULTANT shall provide Certificates of Insurance to the CITY evidencing that all such
insurance is in effect prior to the issuance of the first Work Order under this Agreement from the CITY. These
Certificates of Insurance shall become part of this Agreement. Neither approval by the CITY nor failure to
disapprove the insurance furnished by a CONSULTANT shall relieve the CONSULTANT of the
CONSULTANT's full responsibility for performance of any obligation including the CONSULTANT's
indemnification of the CITY under this Agreement. If, during the period which an insurance company is
providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its
Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the
requisite Best's Rating and Financial Size Category, the CONSULTANT shall, as soon as the CONSULTANT
has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance
coverage provided by the insurance company with a different insurance company meeting the requirements of
this Agreement. Until such time as the CONSULTANT has replaced the unacceptable insurer with insurance
acceptable to the CITY, the CONSULTANT shall be deemed to be in default of this Agreement.
(d) The insurance coverage shall contain a provision that requires that prior to any changes in the
coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the CITY by
submission of a new Certificate of Insurance.
(e) The CONSULTANT shall furnish Certificate of Insurance directly to the CITY's designated
representative. The certificates shall clearly indicate that the CONSULTANT has obtained insurance of the
type, amount and classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be construed as the
CITY waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes.
(g) The CITY shall not be obligated or liable under the terms of this Agreement to any party other
than the CONSULTANT. There are no third party beneficiaries to this Agreement.
(h). The CONTRACTOR is an independent contractor and not an agent, representative, or
Page 11 of 21
employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement.
(i) All insurance shall be primary to, and not contribute with, any insurance or self - insurance
maintained by the CITY.
SECTION 22: STANDARDS OF CONDUCT.
(a) The CONSULTANT warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement and that
the CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm other
than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, gift, or any
other consideration, contingent upon or resulting from the award of making this Agreement.
(b) The CONSULTANT shall not discriminate on the grounds of race, color, religion, sex, or national
origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal
protection or discrimination.
(c) The CONSULTANT hereby certifies that no undisclosed (in writing) conflict of interest exists
with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of
other clients, customers or vendees, other contractual relationships of the CONSULTANT, or any interest in
property that the CONSULTANT may have. The CONSULTANT further certifies that any conflict of interest
that arises during the term of this Agreement shall be immediately disclosed in writing to the CITY. Violation of
this Section shall be considered as justification for immediate termination of this Agreement.
(d) The CONSULTANT shall ensure that all taxes due from the CONSULTANT are paid in a timely
and complete manner including, but not limited to, occupational license tax.
(e) If the CITY determines that any employee or representative of the CONSULTANT is not
satisfactorily performing his /her assigned duties or is demonstrating improper conduct pursuant to any
assignment or work performed under this Agreement, the CITY shall so notify the CONSULTANT, in writing.
The CONSULTANT shall immediately remove such employee or representative of the CONSULTANT from
such assignment.
(f) The CONSULTANT shall not publish any documents or release information regarding this
Agreement to the media without prior approval of the CITY.
(g) The CONSULTANT shall certify, upon request by the CITY, that the CONSULTANT maintains a
drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this
certification may result in termination of this Agreement.
(h) If the CONSULTANT or an affiliate is placed on the convicted vendor list following a conviction
for a public entity crime, such action may result in termination of this Agreement by the CITY. The
CONSULTANT shall provide a certification of compliance regarding the public crime requirements set forth in
State law upon request by the CITY.
(i) The CITY reserves the right to unilaterally terminate this Agreement if the CONSULTANT
refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of
Chapter 119, Florida Statutes, and other applicable law, and made or received by the CONSULTANT in
conjunction, in any way, with this Agreement.
0) The CONSULTANT shall comply with the requirements of the Americans with Disabilities Act
(ADA), and any and all related Federal or State laws which prohibits discrimination by public and private
entities on the basis of disability.
Page 12 of 21
(k) The CITY will not intentionally award publicly- funded contracts to any Consultant who knowingly
employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8
U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider
the employment by the CONSULTANT of unauthorized aliens, a violation of Section 274A(e) of the INA. Such
violation by the CONSULTANT of the employment provisions contained in Section 274A(e) of the INA shall be
grounds for immediate termination of this Agreement by the CITY.
(1) The CONSULTANT agrees to comply with Federal, State, and local environmental, health, and
safety laws and regulations applicable to the services provided to the CITY. The CONSULTANT agrees that
any program or initiative involving the work that could adversely affect any personnel involved, citizens,
residents, users, neighbors or the surrounding environment will ensure compliance with any and all
employment safety, environmental and health laws.
(m) The CONSULTANT shall ensure that all services are provided to the CITY after the
CONSULTANT has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions,
approvals or similar consents.
(n) If applicable, in accordance with Section 216.347, Florida Statutes, the CONSULTANT shall not
use funds provided by this Agreement for the purpose of lobbying the Legislature, the judicial branch or State
agency.
(o) The CONSULTANT shall advise the CITY in writing of it who has been placed on a
discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a public entity, or
may not transact business with any public entity.
(p) The CONSULTANT shall not engage in any action that would create a conflict of interest in the
performance of that actions of any CITY employee or other person during the course of performance of, or
otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III,
Chapter 112, Florida Statutes, relating to ethics in government.
SECTION 23: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
(a) The CONSULTANT shall maintain books, records, documents, time and costs accounts and
other evidence directly related to its provision or performance of services under this Agreement. All time
records and cost data shall be maintained in accordance with generally accepted accounting principles.
(b) The CONSULTANT shall maintain and allow access to the records required under this Section
for a minimum period of five (5) years after the completion of the provision or performance services under this
Agreement and date of final payment for said services, or date of termination of this Agreement.
(c) The CITY may perform, or cause to have performed, an audit of the records of the
CONSULTANT before or after final payment to support final payment under any Work Order issued
hereunder. This audit shall be performed at a time mutually agreeable to the CONSULTANT and the CITY
subsequent to the close of the final fiscal period in which services are provided or performed. Total
compensation to the CONSULTANT may be determined subsequent to an audit as provided for in this Section,
and the total compensation so determined shall be used to calculate final payment to the CONSULTANT.
Conduct of this audit shall not delay final payment as required by this Section.
(d) In addition to the above, if Federal, State, County, or other entity funds are used for any
services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of
the State of Florida, or the County of Flagler, or any representatives, shall have access to any books,
documents, papers, and records of the CONSULTANT which are directly pertinent to services provided or
performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions.
Page 13 of 21
(e) In the event of any audit or inspection conducted reveals any overpayment by the CITY under
the terms of the Agreement, the CONSULTANT shall refund such overpayment to the CITY within thirty (30)
days of notice by the CITY of the request for the refund.
(f) The CONSULTANT agrees to fully comply with all State laws relating to public records.
(g) The CONSULTANT agrees that if any litigation, claim, or audit is started before the expiration of
the record retention period established above, the records shall be retained until all litigation, claims or audit
findings involving the records have been resolved and final action taken.
SECTION 24: CODES AND DESIGN STANDARDS.
(a) All services to be provided for performed by the CONSULTANT shall, at a minimum, be in
conformance with commonly accepted industry and professional codes and standards, standards of the CITY,
and the laws of any and all Federal, State and local regulatory agencies.
(b) The CONSULTANT shall be responsible for keeping apprised of any changing laws, applicable
to the services to be performed under this Agreement.
SECTION 25: ASSIGNABILITY.
(a) The CONSULTANT shall not sublet, assign or transfer any interest in this Agreement, or claims
for the money due or to become due out of this Agreement to a bank, trust company, or other financial
institution without written CITY approval. When approved by the CITY, written notice of such assignment or
transfer shall be furnished promptly to the CITY.
(b) The CONSULTANT agrees to reasonably participate in the contract "piggybacking" programs
pertinent to local governments.
SECTION 26: SUBCONSULTANTS.
(a) Any CONSULTANT's proposed subConsultants shall be submitted to the CITY for written
approval prior to the CONSULTANT entering into a subcontract. SubConsultant information shall include, but
not be limited to, State registrations, business address, occupational license tax proof of payment, and
insurance certifications.
(b) The CONSULTANT shall coordinate the provision of services and work product of any CITY
approved subConsultants, and remain fully responsible for such services and work under the terms of this
Agreement.
(c) Any subcontract shall be in writing and shall incorporate this Agreement and require the
subConsultant to assume performance of the CONSULTANT's duties commensurately with the
CONSULTANT's duties to the CITY under this Agreement, it being understood that nothing herein shall in any
way relieve the CONSULTANT from any of its duties under this Agreement. The CONSULTANT shall provide
the CITY with executed copies of all subcontracts.
(d) The CONSULTANT shall reasonably cooperate at all times with the CITY and other CITY
Consultants and professionals.
SECTION 27: CONTROLLING LAWS/VENUE /INTERPRETATION.
(a) This Agreement is to be governed by the laws of the State of Florida.
Page 14 of 21
(b) Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial
Circuit Court in and for Seminole County, Florida.
(c) This Agreement is the result of bona fide arms length negotiations between the CITY and the
CONSULTANT and all parties have contributed substantially and materially to the preparation of the
Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one
party than against any other party.
SECTION 28: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder to the extent that
performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure
shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood,
wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any
act of God or any cause whether of the same or different nature, existing or future; provided that the cause
whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party
seeking relief under this Section.
SECTION 29: EXTENT OF AGREEMENT /INTERG RATIO N /AMENDMENT.
(a) This Agreement, together with the exhibit(s), if any, constitutes the entire integrated Agreement
between the CITY and the CONSULTANT and supersedes all prior written or oral understandings in
connection therewith. This Agreement, and all the terms and provisions contained herein, including without
limitation the exhibits hereto, constitute the full and complete agreement between the parties hereto to the date
hereof, and supersedes and controls over any and all prior agreements, understandings, representations,
correspondence and statements whether written or oral.
(b) This Agreement may only be amended, supplemented or modified by a formal written
amendment.
(c) Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be
valid only when expressed in writing and duly signed by the parties.
SECTION 30: NOTICES.
(a) Whenever either party desires to give notice unto the other, it must be given by written notice,
sent by registered United States mail, with return receipt requested, addressed to the party for whom it is
intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been
changed by written notice in compliance with the provisions of this Section.
(b) For the present, the parties designate the following as the representative places for giving of
notice, to -wit:
For the CITY:
Tom George,
Interim City Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 688 -5604
E -mail address: georgetasanfordfl.gov
Page 15 of 21
With a copy to:
F. William Smith
Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 688 -5028
E -mail address: s mithb c�sanfor dfl.g�Ly
For the CONSULTANT:
A.Thomas Brown, PE, District Vice President
AECOM USA. Inc
320 E. South Street
Orlando, FL 32801
Telephone Number: 407 - 425 -1100
E -mail Address: tommVbrownaaecom.com
(c) Written notice requirements of this Agreement shall be strictly construed and such requirements
are a condition precedent to pursuing any rights or remedies hereunder. The CONSULTANT agrees not to
claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied,
verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of the
CONSULTANT to comply with the express written notice requirements herein. Computer notification (e -mails
and message boards) shall not constitute proper written notice under the terms of the Agreement.
SECTION 31: WAIVER.
The failure of the CITY to insist in any instance upon the strict performance of any provision of this
Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be
construed as a waiver of any such provision or right and the same shall continue in force.
SECTION 32: NO GENERAL CITY OBLIGATION.
(a) In no event shall any obligation of the CITY under this Agreement be or constitute a general
obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY or a general
obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Florida or any
other applicable laws, but shall be payable solely from legally available revenues and funds.
(b) The CONSULTANT shall not have the right to compel the exercise of the ad valorem taxing
power of the CITY.
SECTION 33: EXHIBITS.
Each exhibit referred to and attached to this Agreement is an essential part of this Agreement. The
exhibits and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if
they are part of this Agreement.
SECTION 34: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and reference only and in no
way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this
Agreement or construe any provision of this Agreement.
Page 16 of 21
SECTION 35: SEVERABILITY /CONSTRUCTION.
(a) If any term, provision or condition contained in this Agreement shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or
condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall
not be affected thereby, and each term, provision and condition of this Agreement shall be valid and
enforceable to the fullest extent permitted by law when consistent with equity and the public interest.
(b) All provisions of this Agreement shall be read and applied in para materia with all other
provisions hereof.
SECTION 36: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising under this
Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by
the CITY prior to filing suit or otherwise pursuing legal remedies.
(b) The CONSULTANT agrees that it will file no suit or otherwise pursue legal remedies based on
facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute
resolution procedures or which the CONSULTANT had knowledge and failed to present during the CITY
procedures.
(c) In the event that CITY procedures are exhausted and a suit is filed or legal remedies are
otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation.
Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to
the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the
mediation.
SECTION 37: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which, taken together, shall constitute one and the same document.
SECTION 38: SUBMITTALS.
The following are items the Consultant must submit to the City as stated in this Agreement::
a) Description of Services; Section 2.
b) Worker compensation insurance for all employees; Section 21, Paragraph (a) (1)
c) Certificates of insurance; Section 21, Paragraph (c)
d) Conflict of Interest Statement; Section 17, Paragraph (c)
This Agreement describes each item listed above in detail. All provided to the City must be accurate and
updated certifying the Consultant is proceeding correctly.
SECTION 39: EXHIBITS.
Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits
and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are
part of this Agreement.
Page 17 of 21
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: the CITY through its City Commssion taking action on the 21S day of
September 2009, and the CONSULTANT signing by and through its duly authorized corporate officer having
the full and complete authority to execute same.
ATTEST.
n
By: e)
Corporate Secretary or Witness
ATTEST.
Q
City Clerk,
Date: 1 0 - 5 — ij I
CONSULT T
A. Thomas Brown, P.E.
District Vice President
Date: � /t S/D 9
CITY OF ANFORD
Linda Kuhr) Mayor
Page 18 of 21
EXHIBIT A
WORK ORDER FORM
CITY OF SANFORD, FLORIDA
Work Order Number:
Master Agreement/Contract Number:
Contract/Project Title:
Dated:
Solicitation No:
Consu ItantlContractor:
Sanford Project No:
Purchase Order No:
Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail address:
ATTACHMENTS TO THIS WORK ORDER
[ ] DRAWINGS /PLANS /SPECIFICATIONS
[ ] SCOPE OF SERVICES
[ ] SPECIAL CONDITIONS
[ ] UNIT PRICING SCHEDULE
METHOD OF COMPENSATION:
[ ] FIXED FEE BASIS
[ ] TIME BASIS - NOT -TO- EXCEED AMOUNT
[ ] TIME BASIS - LIMITATION OF FUNDS
[ ] UNIT PRICE BASIS - NOT -TO- EXCEED AMOUNT
TIME FOR COMPLETION: The services to be provided by the CONSULTANT /CONTRACTOR shall
commence upon execution of this Work Order by the parties and shall be completed within the time frame of
days of the effective date of this Work Order. Failure
to meet the stated completion time requirement may be grounds for termination for default.
Work Order Amount: ❑ Fixed ❑ Not to Exceed
Dollars ($,
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on the respective dates
under each signature: the CITY through its City Commssion taking action on the day of I , and
the CONSULTANT /CONTRACTOR by and through its duly authorized corporate officer having the full and complete
authority to execute same.
ATTEST:
Bv:
Corporate Secretary or Witness
ATTEST:
Janet Dougherty, City Clerk
CONSULTANT /CONTRACTOR:
Printed Name and Title
Date:
CITY OF SANFORD
Linda Kuhn, Mayor
Date:
Page 19 of 21
WORK ORDER
TERMS AND CONDITIONS
Execution of this Work Order by the CITY shall serve as authorization for the CONSULTANT /CONTRACTOR to
provide goods and /or services for the above project as set out in the Scope of Services which is attached as Exhibit "A,"
to that certain Agreement cited on the face of this Work Order which is incorporated herein by reference as if it had been
set out in its entirety and as further delineated in the specifications, conditions and requirements stated in the listed
documents which are attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said
goods and /or services pursuant to this Work Order, its attachments and the above - referenced Agreement. If this Work
Order conflicts with said Agreement, the Agreement shall prevail.
TERM: This work order shall take effect on the date of its execution by the CITY and expires upon final delivery,
inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein.
METHOD OF COMPENSATION:
(i) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the
CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee
Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the
CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs
of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee
Amount.
(ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Time Basis Method"
with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required
by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event
is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed
Amount without the express written consent of the CITY. Such consent will normally be in the form of an
amendment to this Work Order. The CONSULTANT /CONTRACTOR's compensation shall be based on
the actual work required by this Work Order and the Labor Hour Rates established in the Master
Agreement.
(iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis
Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount
becomes the Limitation of Funds amount which shall not be exceeded without prior written approval of the
CITY. Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The
CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR
has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of
Funds amount. The CONS U LTANT/CONTRACTOR's compensation shall be based on the actual work
required by this Work Order and the Labor Hour Rates established in the Master Agreement.
The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms
of the above - referenced Agreement.
It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the
CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY,
prior to its execution of the Work Order, reserves the right to authorize a party other than the
CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do
so is in the best interest of the CITY.
The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work
Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order
along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action.
It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order.
Page 20 of 21
CITY OF SANFORD
Exhibit B
Project Status Report
Project Name:
Project Manager:
Status Report Period; From: To:
Phase: Planning ❑ Design ❑ Bidding ❑ Construction ❑
1. In paragraph form, list the current status of the project and work completed this Billing Period.
2. In paragraph form, list all milestones reached this Billing Period.
3. In paragraph form, list any pending issues or items of note.
Project Manager Signature:
Date:
Page 21 of 21
Exhibit C Compensation Schedule
STANDARD HOURLY RATE SCHEDULE
AECOM Water Florida Districts -- January 20, 2009 (Revised 2/3/09)
Job Title (Boyle OPCO Titles)
Billing Rate
Engineers, Planners, Architects, Landscape Arcltiteets, Geologists, Construction & Survey Managers
Assistant 1
$ 80.00 per hour
Assistant 11
$ 90.00 per hour
Assistant III
$ 105.00 per hour
Associate
$ 120.00 per hour
Senior I
5 125.00 per hour
Senior II
$ 150.00 per hour
Senior III
$ 195.00 per hour
Principal /Officers
$ 250.00 per hour
Technical /Designer Personnel:
Designer/Technician
5 95.00 per hour
Senior Designer Technician
51 15.00 per hour
Designer Supervisor/Technical Specialist
$130.00 per hour
CADD Personnel:
CADD Operator I (Asst. CADD Operator)
$ 61.00 per hour
CADD Operator II (CADD Operator)
$ 78.00 per hour
CADD Operator III (Design CADD Operator)
$ 90.00 per (tour
Administrative Personnel;
Project Administrative Support 1
$ 45.00 per hour
Project Administrative Support 11
$ 65.00 per hour
Project Administrative Support III
$ 90.00 per hour
01hgr Technical Staff:
Programmer Analyst
$ 98.00 per hour
GIS Analyst
$108.00 per hour
Senior GIS Analyst
$120.00 per hour
Construction Inspection:
Assistant Field Representative
$ 65.00 per hour
Resident Project Representative
$ 95.00 per hour
Sr. Resident Project Representative
$120.00 per hour
Sr. Resident Project Administrator
$148.00 per hour
Surveying Staff:
Sr. Survey Technician
$100.00 per hour
Sr. Registered Professional Surveyor
$115.00 per hour
Two Man Crew
$115.00 per hour
Three Man Crew
$140.00 per hour
GPS Crew
$180.00 per hour
Direct Project Expenses;
Travel - Automobile/Truck
Current IRS Rate
Travel - Other than Automobile
Actual Cost + 15%
Subcontracted Services
Actual Cost+ 1S%
If authorized by the client, an overtime premium multiplier of 1.5 will be applied to the billing rate of hourly personnel who work
overtime in order to meet a deadline, which cannot be met during normal hours. Invoices will be rendered monthly. Payment is
due upon presentation. A late payment finance charge of 1.5% per month (but not exceeding the maximum rate allowable by
low) will be applied to any unpaid balance commencing 30 days after the date of the original invoice. Applicable sales taxes, if
any, will be added to these rates.
Rates subject to general revision4/t/09.